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                                                                Exhibit 10.26(f)

                 FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER
                         REPURCHASE AGREEMENT GOVERNING
                      PURCHASES AND SALES OF MORTGAGE LOANS


     This Fourth Amendment, dated as of December 30, 1999 (the "FOURTH
AMENDMENT") to the Amended and Restated Master Repurchase Agreement Governing
Purchases and Sales of Mortgage Loans dated as of February 10, 1999, is made by
and between LEHMAN COMMERCIAL PAPER INC. ("BUYER") and AAMES CAPITAL CORPORATION
("SELLER" and, together with they Buyer, the "Parties").


                                 R E C I T A L S

     WHEREAS, the Seller and the Buyer are parties to an Amended and Restated
Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans,
dated as of February 10, 1999 (as amended, the "AGREEMENT"), pursuant to which
Buyer has agreed, subject to the terms and conditions set forth in the
Agreement, to purchase certain mortgage loans owned by the Seller, including,
without limitation, all rights of Seller to service and administer such mortgage
loans. Terms used but not defined herein shall have the respective meanings
ascribed to such terms in the Agreement, as amended hereby.

     WHEREAS, the Parties wish to amend the Agreement to modify certain of the
terms and conditions governing the purchase and sale of the mortgage loans.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows, effective as of the date hereof:

     SECTION 1. AMENDMENTS.

     1.1 Paragraph (a) of the definition of "Trigger Event" in Section 2 is
deleted in its entirety and replaced with the following language:

         "Net Worth shall be less than $105,000,000 at any time from December
31, 1999 to March 31, 2000."

     1.2 Paragraph (b) of the definition "Trigger Event" in Section 2 is deleted
in its entirety and replaced with the following language:

         "Tangible Net Worth shall be less than $105,000,000 at any time from
December 31, 1999 to March 31, 2000."

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     1.3 Paragraph (c) of the definition of "Trigger Event in Section 2 is
deleted in its entirety and replaced with the following language:

         "The Leverage Ration shall exceed 6.5 to 1.0".

     1.4 Section 13(xiii) is deleted in its entirety and replaced with the
following language:

         "Net Worth shall be less than $100,000,000 at any time from December
31, 1999 to March 31, 2000."

     1.5 Section 13(xiv) is deleted in its entirety and replaced with the
following language:

         "Tangible Net Worth shall be less than $100,000,000 at any time from
December 31, 1999 to March 31, 2000."

     1.6 Section 13(xv) is deleted in its entirety and replaced with the
following language:

         "at any time, the Leverage Ratio shall exceed 6.5 to 1.0;"

     1.7 Section 13(xvi) is deleted in its entirety and replaced with the
following language:

         "the Adjusted Leverage Ratio shall exceed (a) 3.0 to 1.0 on the last
Business Day of any calendar month or (b) 3.5 to 1.0 on any other day;"

     1.8 Section 13(xvii) is deleted in its entirety and replaced with the
following language:

         "At quarter end on or after March 31, 2000, the Interest Coverage Ratio
shall be less than 1.0 to 1.0;"

     SECTION 2. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PARTIES.

     2.1 Except as expressly amended by Section 1 hereof, the Agreement remains
unaltered and in full force and effect. Each Party hereby reaffirms all terms
and covenants made in the Agreement as amended hereby.

     2.2 Each of the Parties hereby represents and warrants to the other parties
that (a) this Second Amendment constitutes the legal, valid and binding
obligation of such Party, enforceable against such Party in accordance with its
terms, and (b) the execution and delivery by such Party of this Fourth Amendment
has been duly authorized by all requisite corporate action on the party of such
Party and will not violate any provision of the organizational documents of such
Party.

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     SECTION 3. EXPENSES.

     Seller shall pay all out-of-pocket costs and expenses (including legal fees
and disbursements) reasonably incurred by Buyer in connection with the
preparation and execution of this Fourth Amendment.

     SECTION 4. EFFECT UPON THE AGREEMENT.

     4.1 Except as specifically set forth herein, the Agreement shall remain in
full force and effect and is hereby ratified and confirmed. All references to
this "Agreement" in the Amended and Restated Master Repurchase Agreement
Governing Purchases and Sales of Mortgage Loans shall mean and refer to the
Amended and Restated Master Repurchase Agreement Governing Purchases and Sales
of Mortgage Loans as modified and amended hereby.

     4.2 The execution, delivery and effectiveness of this Fourth Amendment
shall not operate as a waiver of any right, power or remedy of any Party under
the Agreement, or any other document, instrument or agreement executed and/or
delivered in connection therewith.

     SECTION 5. GOVERNING LAW.

     THIS FOURTH AMENDMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY THE
LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.

     SECTION 6. COUNTERPARTS.

     This Fourth Amendment may be executed in any number of counterparts, and
all such counterparts shall together constitute the same agreement.

     SECTION 7. OTHER.

     This Fourth Amendment is subject to the successful consummation and funding
of the Greenwich working capital transaction in the approximate amount of
$35,000,000 by on or about February 11, 2000.



                            [SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the Parties hereto have caused this Fourth Amendment to
be executed as of the day and year first above written.


                                   SELLER:

                                   AAMES CAPITAL CORPORATION, as Seller

                                   By:      /s/ David A. Sklar
                                      ----------------------------------------
                                      Name: David A. Sklar
                                      Title: Executive Vice President and CFO


                                   BUYER:

                                   LEHMAN COMMERCIAL PAPER INC., as Buyer

                                   By:      /s/ Francis X. Gilhool
                                      ----------------------------------------
                                      Name:  Francis X. Gilhool
                                      Title: SVP